Seafox International Limited Seafox Further Statement re Possible Offer for GMS (0166M)

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RNS Number : 0166M

Seafox International Limited

05 May 2020

PRESS RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

FOR IMMEDIATE RELEASE

5 May 2020

Seafox International Limited

("Seafox")

Further statement regarding Possible Offer for Gulf Marine Services plc ("GMS" or the "Company")

Seafox announces that it has today purchased 9,388,689 GMS shares on market at a price of 10 pence per share and is making a "no increase" statement.

Consequently, any firm offer for GMS shares in accordance with Rule 2.7 of the Code, if made, will be at a price of either 10 pence per share or US$0.09 per share, depending upon which is higher based on the prevailing exchange rate at the time of any such firm offer.

Seafox noted GMS's rejection of Seafox's original proposal and hopes that the GMS board will re-consider their rejection in light of this significant increase (amounting to an approximately 38% increase from Seafox's initial proposal (based on yesterday's closing middle market exchange rate)).

An offer at 10 pence per GMS share would, if made, represent a premium of approximately:

(a) 257% to the closing price of a GMS share on 24 April 2020 (being the last dealing day prior to Seafox's approach to GMS);

(b) 166% to the closing price of a GMS share on 29 April 2020 (being the last dealing day before GMS entered an offer period); and

(c) 100% to the closing price of GMS shares on 4 May 2020 (the last dealing day prior to the date of this announcement).

This announcement amounts to a "no increase" statement in accordance with the City Code.

Together with its holding of 48,066,480 GMS shares, Seafox now owns 57,455,169 GMS shares amounting to 16.39 per cent of the issued GMS share capital.

A further announcement will be made if and when appropriate.

Enquiries:

 
 Perella Weinberg UK Limited (Financial adviser 
  to Seafox) 
 
  Matthew Smith                                     [phone] 
 
 Numis Securities Limited (Corporate broker 
  to Seafox) 
 
  John Prior                                         [phone] 
 
 

About Seafox

Seafox is a leading global offshore jack-up company, providing services to support the oil & gas and renewable industry. Seafox owns and exclusively manages eleven self-elevating jack-up units. Seafox's customers benefit from its wealth of experience in accommodation & crane support, well testing & workover, transport & installation and decommissioning. Furthermore, Seafox offers temporary accommodation units for offshore locations and on board vessels.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the Company's website at www.Seafox.com promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of this website is not incorporated in, and does not form part of, this announcement .

Definitions, bases of calculation and sources of information

The closing prices for GMS ordinary shares are the closing middle market quotations derived from Bloomberg.

The premiums calculations to the price per GMS Share used in this announcement have been calculated by reference to the closing price on 24 April 2020, 29 April 2020 and 4 May 2020 (being respectively the last dealing days before the date Seafox approached GMS, the date GMS entered an offer period and the last dealing day prior to the date of this announcement) of 2.8 pence, 3.755 pence and 5 pence respectively.

The exchange rate used in calculations is 1 GBP : 1.2433 USD, being the closing middle market exchange rate quoted by Bloomberg on 4 May 2020, the last dealing day before the date of this announcement

Important information

Perella Weinberg UK Limited which is authorised and regulated by the FCA in the UK, is acting exclusively for Seafox and no one else in connection with the Acquisition and will not be responsible to anyone other than Seafox for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this Announcement.

Numis Securities Limited which is authorised and regulated by the FCA in the UK, is acting exclusively as broker to Seafox and no one else in connection with the Acquisition and will not be responsible to anyone other than Seafox for providing the protections afforded to its clients or for providing advice in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition, the contents of this Announcement or any matter or arrangement referred to in this Announcement.

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer or otherwise. The release, publication or distribution of this Announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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May 05, 2020 11:30 ET (15:30 GMT)